Terms & Conditions – Last Minute

Terms & Conditions for Last Minute

Last Updated: 10/09/2024

Welcome to Last Minute LLC (“App”). Below is an overview of our Terms of Service for our “Platform”, which means any website, application, or service we offer. You should read the complete Terms of Service because that document is our legally binding agreement. The Terms of Service includes information about your legal rights and covers areas such as automatic subscription renewals, limitations of liability, resolution of disputes by mandatory arbitration rather than a judge or jury in a court of law, and a class action waiver. By accessing or using our App, you agree to comply with and be bound by these Terms and Conditions. Please read them carefully. If you do not agree to these terms, you must not use the App.

Our Platform

We try hard to make sure that our Platform is always available and working, but we cannot guarantee it will be. Occasionally things may not go exactly as planned. We apologize in advance for any inconvenience.
We are continually improving our Platform. This means that we may modify or discontinue portions of our Platform.
By using our Platform, you agree to the limitations of liability and release in our Terms of Service. You also agree to resolve any disputes you may have with us in the manner described in the Terms of Service. Unless you are based in the European Union, you agree to mandatory arbitration and waive your right to seek relief from a judge or jury in a court of law. Claims can only be brought individually, and not as part of a class action.

By using Last Minute LLC, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions

Your Relationship with Last Minute

By using our Platform, you are agreeing to our Terms of Service. The Terms of Service are a legally binding agreement between you and Last Minute.
If you break the rules, we may suspend or terminate your account.
We charge for certain aspects of our Platform, and some of these fees are billed on a regular and recurring basis (unless you disable auto-renewal or cancel your subscription).

Last Minute Events, Hosts, and Members

Organizers may establish membership criteria for their own Last Minute groups. While there is probably a Last Minute group out there for everyone, not every Last Minute group is for you. If you can’t find the right event, you can easily create your own Last Minute event.
Organizers may charge fees for memberships or events.
Using our Platform involves meeting real people and doing real things in the real world, which can sometimes lead to unexpected situations. We can’t control what happens in the real world, and we are not responsible for it. You should use common sense and good judgment when interacting with others.

Your Content and Content of Others

You are responsible for your “Content”, which means any information, material, or other content posted to our Platform. Your Content must comply with our Terms of Service, which includes the Usage and Content Policies, Groups and Events Policies, Organizer and Leadership Standards, Member Restrictions, Payment Policies, Trademark Usage Guidelines, and API License Terms. Your Content is also subject to our Intellectual Property Dispute Policies.
We do not own the Content that you post. However, we do require that you provide us a license to use this Content in order for us to operate, improve, promote, and protect Last Minute and our Platform for the benefit of you and others.
We are not responsible for Content that members post or the communications that members send using our Platform. We generally don’t review Content before it’s posted. If you see Content that violates our Terms of Service, you may report inappropriate Content to us.

Terms of Service

Last Updated: 8/30/2024

Our Terms of Service contain important information about your legal rights. To make it easier to understand, we have provided summaries and tips in these gray boxes. These summaries are not part of the official terms, and it is important for you to read the language in each section carefully.

1. This Agreement

Summary: You agree to follow some basic rules when using Last Minute’s Platform. These rules are described in these Terms of Service, including the related policies and guidelines discussed below. We may change these rules.

1.1 The Agreement. Last Minute enables you and other members to arrange offline, real-world Last Minute groups and Last Minute events. The terms “Last Minute,” “we,” “us,” and “our” include Last Minute, Inc. and our corporate parent, affiliates, or subsidiaries. We use the terms “you” and “your” to mean any person using our Platform, and any organization or person using the Platform on an organization’s behalf. We use the word “Platform” to mean any website, application, or service offered by Last Minute, including content we offer and electronic communications we send. We provide our Platform to you subject to these Terms of Service. We use the terms “Terms of Service” and “Agreement” interchangeably to mean this document together with our Usage and Content Policies, Groups and Events Policies, Organizer and Leadership Standards, Member Restrictions, Payment Policies, Trademark Usage Guidelines, and API License Terms. Your use of the Platform signifies that you agree to this Agreement. If you are using the Platform for an organization, you agree to this Agreement on behalf of that organization, and represent you have authority to bind that organization to the terms contained in this Agreement. If you do not or are unable to agree to this Agreement, do not use our Platform.

Tip: We have included summaries and tips to provide an overview of some legal concepts and answer common questions, but the text of these summaries and tips are for your convenience only and do not have a legal effect.

Tip: These Terms of Service are an agreement between you and Last Minute and not between you and any other member. For more information, see our FAQ page explaining the parties to our Terms of Service.

1.2 Revisions to this Agreement. We may modify this Agreement from time to time. When we do, we will provide notice to you by publishing the most current version and revising the date at the top of this page. If we make any material change to this Agreement, we will provide additional notice to you, such as by sending you an email or displaying a prominent notice on our Platform. By continuing to use the Platform after any changes come into effect, you agree to the revised Agreement. If you do not wish to accept the revised Agreement, you can close your account.

2. Your Account and Membership

Summary: You need to be at least 18 years old to use our Platform. Last Minute organizers control the Content and membership of their Last Minute groups. However, we may remove any Content you post or terminate your account at any time.

2.1 Eligibility. Our Platform is available to anyone who is at least 18 years old. You represent that you are at least 18. Additional eligibility requirements for a particular portion of our Platform may be set by any member who has the ability to moderate or manage that portion of our Platform. For example, the eligibility requirements for a Last Minute group or Last Minute event may be set by the organizers of that group.

2.2 Modification, Suspension, and Termination of Your Account. We may modify, suspend, or terminate your account or access to the Platform if, in our sole discretion, we determine that you have violated this Agreement, including any of the policies or guidelines that are part of this Agreement, that it is in the best interest of the Last Minute community, or to protect our brand or Platform. When this happens, we will notify you of the reasons for the modification, suspension, or termination. We also may remove accounts of members who are inactive for an extended period of time. Please email accounts@applastminute.com if you believe the modification, suspension, or termination has occurred in error.

A member who has the ability to moderate or manage a particular portion of our Platform also has the ability, in his or her sole discretion, to modify, suspend, or terminate your access to that portion of the Platform.

2.3 Account Information and Security. When you register, you provide us with some basic information, including an email address and a password. Keep your email address and other account information current and accurate. Also, you agree to maintain the security and confidentiality of your password (or else we may need to disable your account). We strongly encourage you to choose a strong and unique password that is not shared with any other account or online service and practice other healthy password security habits to help avoid unauthorized access to your account. You alone are responsible for anything that happens from your failure to maintain that security and confidentiality, such as by sharing your account credentials with others. If someone is using your password or accessing your account without your permission, email us at accounts@applastminute.com

2.4 License to the Last Minute Platform and Services. Subject to your compliance with this Agreement, Last Minute grants you a limited, non-exclusive, revocable, non-sublicensable, non-transferable right to use the Platform in order to access and use the services and features that we make available to you.

3. Fees, Payments, and Offers

Summary: We charge for certain features on our Platform. If you’re a Last Minute group organizer, you’re responsible for paying for organizer subscription fees related to your Last Minute group. These fees are billed on a regular and recurring basis (unless you disable auto-renewal or cancel your subscription), and may change in the future. Additionally, some organizers charge money for participation in a Last Minute group or Last Minute event.

3.1 Fees Charged by Last Minute. Use of some of the features on our Platform is free, and we charge fees for other features. We may in the future implement a new fee, or modify an existing fee, for certain current or future features of our Platform. If we implement a new or modified fee, we will give you notice in advance such as by posting changes on our Platform or sending you an email. You agree to pay those fees and any associated taxes for your continued use of the applicable service. Unless otherwise stated, all fees and all transactions are in U.S. dollars. Organizer subscriptions are non-transferable. Members based in the European Union or United Kingdom may cancel with a full refund within 14 days after signing up to our Platform. However, if you use the service, you may be charged for services provided during this 14-day period. Please note that this 14-day period begins when the service starts even if you are using a free trial. Users based in the European Union or United Kingdom can exercise their cancellation right by emailing us at accounts@applastminute.com. See the model cancellation form here.

3.2 Fees Charged by Organizers. Organizers may impose fees related to particular portions of the Platform, such as member dues for a Last Minute group or an event fee for a Last Minute event. We reserve the right to initiate refunds of fees paid to organizers, when appropriate, even in cases of fees paid through a third-party payment service. Refunds that we initiate, if any, will be governed by our Payment Policies. Organizers may also have their own refund policies, so long as they are consistent with and do not limit members’ ability to receive refunds under our Payment Policies. Payments made to organizers via the Platform are made through a third-party payment service provider. If a member pays a fee to an organizer via the Platform, the member authorizes the organizer (and the organizer’s applicable payment service provider) to charge the designated payment method for the total amount of the fees, including any applicable taxes and other charges. Certain types of fees charged by organizers may be billed on a recurring basis. If billed on a recurring basis, you authorize the organizer to charge the applicable fee to the designated payment method. You may cancel auto-renewal at any time.

Tip: You should use common sense in deciding whether to make a payment to any organizer. We cannot ensure that organizers will use payments as they promise or as you expect. You should check the refund policy of the Last Minute group before making any payments to an organizer.

3.3 Payments to Last Minute. Organizers are responsible for paying subscription and any other applicable fees to Last Minute on time and through our approved payment methods. Organizers who allow their organizer subscription to lapse are subject to removal as the organizer of the Last Minute groups associated with their account, and their Last Minute group (along with all of the information and Content associated with or posted to that Last Minute group) may be terminated or transferred to another member. You may only pay organizer fees to Last Minute using a valid payment method acceptable to us, as specified via the Platform. If we terminate, suspend, or remove your account in connection with violation of this Agreement, we are not obligated to refund any organizer subscription fees paid to Last Minute. In addition, if you paid your organizer fees through the Last Minute app for iOS, your payment is subject to the Apple Media Services Terms and Conditions, and you will need to submit your request for a refund to Apple.

You represent and warrant that you are authorized to use the payment method you designate via the Platform. You authorize us (and our designated third-party payment processors) to charge your designated payment method for the total amount of any fees you owe to Last Minute, including any applicable taxes and other charges. If the payment method cannot be verified, is invalid, or is otherwise not acceptable to us, your payment may be suspended or cancelled. We reserve the right to adjust, or to instruct our payment processors to make adjustments to a payment that has already been requested or received, in order to correct errors or mistakes, or to issue refunds, in accordance with our Payment Policies.

Tip: To learn more about organizer subscriptions and what happens if they expire, see this FAQ on Expired Plans.

3.4 Automatic Subscription Renewals. Fees for certain aspects of our Platform may be billed on either a recurring basis or on a one-time basis. If billed on a recurring basis, the fees are payable in advance of the applicable period specified via the Platform with no refunds. We will automatically bill you for each renewal period until cancellation. By purchasing any feature or other aspect of our Platform for which we charge, you authorize us to keep your payment current by charging the applicable fee to your credit card account (or any other means of payment used by you). While you may cancel auto-renewal or cancel your subscription at any time, refunds will be issued solely pursuant to our Subscription Refund Policy.

Tip: To cancel your organizer subscription, see this FAQ on Modifying Subscriptions.

3.5 Free Trials. We may offer free trials of subscriptions and other products on our Platform. We will inform you of the length of the free trial, your renewal period, and the date and amount of your first payment. After your free trial ends, your paid subscription will begin and we will automatically bill you for each renewal period until cancellation. You can cancel automatic subscription renewals at any time according to the terms and procedures described above. Users based in the European Union are entitled to cancel with a full refund within 14 days after signing up to our Platform by emailing us at accounts@applastminute.com See the model cancellation form here. Please note that this 14-day period begins when the free trial starts.

3.6 Third Party Payment Processors. An organizer that uses the Platform to accept payments from other members must comply with the terms and conditions of the third party provider of the applicable payment service used to receive the payment. Last Minute does not provide those payment services, is not a party to your agreement with the applicable third-party provider, and will not be liable or responsible for your use of those third-party payment services.

3.7 Invoices from Third Parties. In line with the tax laws of the country where an organizer is using the Platform, an organizer may receive Last Minute invoices from a third party provider. Such third party provider invoicing does not in any way impact the rights and obligations agreed to in this Agreement, nor does it impact the fee being charged for the use of the Platform.

4. Your Content and Privacy

Summary: You are responsible for the Content you post on our Platform or send to us. You give us a license to use this Content to operate, improve, promote, and protect Last Minute and our Platform. Our Privacy Policy explains how we collect and use information you provide about yourself and the information that may be associated with you, and explains the limited ways we may share this information.

4.1 Your Content. You are responsible for the Content that you post to the Platform or otherwise provide to Last Minute. We use the word “Content” to mean the information, material, and any other content that you post to the Platform or otherwise send to us. Examples of your Content include:

By being responsible for your Content, you agree, among other things, that:

You have all the permissions, rights, and licenses needed (including under copyrights, trademarks, contract rights, privacy rights, or publicity rights) to provide the Content to the Platform and to Last Minute;
Your Content does not include personal, private or confidential information belonging to others; and
Your Content does not otherwise violate the rights of any individual or entity.

You also agree that you and your Content comply with this Agreement, including our Usage and Content Policies, Groups and Events Policies, Organizer and Leadership Standards, Member Restrictions, Intellectual Property Policies, Trademark Usage Guidelines, and API License Terms. You also agree that we may remove the metadata associated with your Content.

Tip: Search engines can see public areas of the Platform. Your Content within these areas, such as the name and location that you provide during registration, and your membership in public Last Minute groups, may appear in search results. Our Platform is designed so that search engines cannot see your Content that is within restricted areas of the Platform, such as private Last Minute groups. You can find additional information on our FAQ about Search Engine Visibility.

4.2 Content License from You. We do not claim ownership of your Content. However, to enable us to operate, improve, promote, and protect Last Minute and our Platform, and to ensure we do not violate any rights you may have in your Content, you hereby grant Last Minute a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable, transferable right and license (including a waiver of any moral rights) to use, host, store, reproduce, modify, publish, publicly display, publicly perform, distribute, and create derivative works of, your Content and to commercialize and exploit the copyright, trademark, publicity, and database rights you have in your Content. This license would permit your Content to remain on the Platform, even after you cease to be a member of a Last Minute group or of the Platform.

Tip: This license doesn’t give us ownership of any of your Content. It simply gives us and members the right to use it on or related to the Platform. This license continues even if you close your account, because it’s necessary for us to operate the Platform.

4.3 Privacy. Last Minute collects registration and other information about you through our Platform. Please refer to our Privacy Policy and Cookie Policy for details on how we collect, use, and disclose this information. These policies do not govern use of information that you provide to third parties, such as to organizers and other members of Last Minute’s Platform.

Tip: Last Minute has no control over how other members may use information that you provide to them, so you should exercise common sense and good judgment when sharing information with others on our Platform.

5. Your Use of Our Platform

Summary: We require that you follow our policies and guidelines when using our Platform. We have no responsibility for Content that anyone posts to our Platform.

5.1 Our Policies, Guidelines and Applicable Laws. When you use our Platform, we require that you follow the Usage and Content Policies, Groups and Events Policies, Organizer and Leadership Standards, Member Restrictions, Payment Policies, Trademark Usage Guidelines, and API License Terms. You also agree to comply with all applicable laws, rules and regulations, and to not violate or infringe the rights of any third party.

In addition, your access to and use of some areas or features of the Platform may be subject to additional terms, policies, standards or guidelines (“Additional Terms”). You may be required to accept these Additional Terms before you can access these Platform areas and features. If there is a conflict between the Terms of Service and the Additional Terms, those Additional Terms will govern your access to and use of that Platform area or feature, unless otherwise specified in the Additional Terms.

When the Platform uses third party services to provide certain features and services for our members, our members may be required to comply with the terms of service that apply to these features and services. For example, some areas of our Platform feature mapping services provided by Google Maps and Google Earth. When you use these mapping services on the Platform, you agree to be bound by the Google Maps/Google Earth Additional Terms of Service.

If you do not comply, we may modify, suspend, or terminate your account or access to the Platform, in our sole discretion, and we will provide you with reasons for the modification, suspension, or termination. Please email accounts@applastminute.com if you believe the modification, suspension, or termination has occurred in error.

5.2 Content of Others. Last Minute does not control the Content of other members. When we become aware of inappropriate Content on our Platform, we reserve the right to investigate and take appropriate action, but we do not have any obligation to monitor, nor do we take responsibility for, the Content of other members.

5.3 Interactions with Others. Last Minute is not a party to any offline arrangements made through our Platform. Last Minute does not conduct or require background checks on members and does not attempt to verify the truth or accuracy of statements made by members. Last Minute makes no representations or warranties concerning the conduct or Content of any members or their interactions with you.

Tip: Exercise common sense and good judgment when using our Platform and interacting with other members, both on our Platform and at Last Minute events. If you have a concern regarding other members, you can report it to accounts@applastminute.com.

5.4 Prohibited Uses of the Platform. Our Platform contains proprietary and confidential information and is protected by intellectual property and other laws. Unless we expressly permit it through this Agreement, you agree that you will not, either directly or indirectly (a) use, host, store, reproduce, modify, publish, publicly display, publicly perform, distribute, or create derivative works of the Platform, or any portion of the Platform; (b) remove or alter the proprietary notices on the Platform; (c) reverse engineer, disassemble, decompile, or attempt to discover the source code or structure, sequence, and organization of the Platform; and (d) rent, lease, resell, distribute, or use the Platform for commercial purposes that are not contemplated by this Agreement. You also agree that you will not use the Platform to solicit or collect (i) personal data from others except as necessary for the administration of or participation in a group or event or (ii) sensitive personal data, as defined or treated as such under applicable law (including, by way of example only, health information and social security numbers and other government identifiers). In addition, you agree that you will comply with the export control laws of your local jurisdiction. You also represent and warrant that you are not located in a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a “terrorist supporting” country, and that you are not listed on any U.S. government list of prohibited or restricted parties. If you are a developer working with our API, you should review our API License Terms.

5.5 Platform Safety and Security. You agree that you will not, either directly or indirectly, (a) extract data from the Platform for a commercial purpose not permitted by these Terms of Service, whether through use of an automated system or software, and whether operated by a third party or otherwise (“screen scraping,” “data scraping,” or “web scraping”); (b) engage in any activity that interferes with or disrupts, that is designed to interfere with or disrupt, or imposes undue burdens on the Platform or its systems.

You agree to use, retain, and otherwise process personal data collected from the Platform in accordance with applicable laws, rules, and regulations and solely for purposes of administering and participating in Last Minute groups and Last Minute events. Without limitation, you agree to provide notice to individuals about your processing of their personal data, to obtain any necessary consents, and to respond to requests made by individuals as required by applicable law. You also agree to safeguard such data from unauthorized access or processing. You must delete such personal data once it is no longer strictly necessary for the administration of a Last Minute group or Last Minute event or promptly following a request from Last Minute, and you will promptly certify to such deletion.

5.6 Platform Modifications. We work hard to continuously improve our Platform. This means that we may modify or discontinue portions or all of our Platform with or without notice and without liability to you or any third party.

5.7 Third Party Sites and Services. The Platform contains links to third party sites, and is integrated with various third party services, applications and sites that may make available to you their content and products. We don’t control these third parties and aren’t responsible for those sites or services or their content or products. These third parties may have their own terms and policies, and your use of them will be governed by those terms and policies. You do not have a license to use the intellectual property of third parties merely by way of your access to our Platform.

6. Release

Summary: To the full extent permitted by applicable law, you agree not to hold us responsible for anything that happens related to transactions with third parties, member interactions, or in connection with a Last Minute group or Last Minute event. You also agree not to hold organizers responsible for their negligence in connection with their Content, a Last Minute group, or Last Minute event.

To the full extent permitted by applicable law, you agree to release us and our officers, directors, shareholders, agents, employees, consultants, corporate parent, affiliates, subsidiaries, sponsors, and other third-party partners ( “Last Minute Parties”) from claims, demands, and damages (direct and consequential) (“Claims”), arising out of or in any way connected with any transaction with a third party, your interactions with other members, or in connection with a Last Minute group or a Last Minute event. You also agree, to the full extent permitted by applicable law, to release organizers from Claims based on an organizer’s negligence arising out of or in any way connected with their Content, a Last Minute group, or a Last Minute event. The law in some countries and states do not allow the release, so these limits may not apply to you. You waive and relinquish all rights and benefits that you have or may have under Section 1542 of the California Civil Code or any similar provision of statutory or non-statutory law of any other jurisdiction to the fullest extent permitted by law.

You acknowledge that some Last Minute events carry inherent dangers, such as the risk of illness, bodily injury, disability, or death. By participating in these events, you understand and agree that you have freely chosen to assume these risks.

7. Indemnification

Summary: To the full extent permitted by applicable law, you agree to reimburse us if we get sued in connection with your use of our Platform.

To the full extent permitted by applicable law, you agree to indemnify, defend and hold all Last Minute Parties harmless from any Claims, made by any third party due to or arising out of (a) your violations of this Agreement, (b) your use, misuse, or abuse of our Platform, (c) your Content, (d) your violation of any law, statute, ordinance or regulation or the rights of a third party, or (e) your participation or conduct in a Last Minute group or a Last Minute event that violates this Agreement. You agree to promptly notify us of any third party Claims, cooperate with all Last Minute Parties in defending such Claims, and pay all fees, costs and expenses associated with defending such Claims (including, but not limited to, attorneys’ fees). You agree not to settle any Claim without our prior written consent.

8. Warranty Disclaimer and Limitation of Liability

Summary: Our Platform is provided to you “as is” and we make no warranties of any kind with respect to our Platform. Our liability in connection with the Platform is limited to the fees you paid to us in the 12 months preceding the claim or $100, whichever is greater.

8.1 Warranty Disclaimer. Our Platform is provided to you “as is” and on an “as available” basis. To the full extent permitted by applicable law, we disclaim all warranties and conditions of any kind, including but not limited to statutory warranties, and the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We also disclaim any warranties regarding (a) the reliability, timeliness, accuracy, and performance of our Platform, (b) any information, advice, services, or goods obtained through or advertised on our Platform or by us, as well as for any information or advice received through any links to other websites or resources provided through our Platform, (c) the results that may be obtained from the Platform, and (d) the correction of any errors in the Platform, (e) any material or data obtained through the use of our Platform, and (f) dealings with or as the result of the presence of marketing partners or other third parties on or located through our Platform. You may have additional rights under the law of the country in which you are based. You agree that the duration of such additional rights will be limited to the full extent permitted by such law.

8.2 Limitation of Liability. To the full extent permitted by applicable law, you agree that in no event shall any Last Minute Parties be liable for any direct, indirect, incidental, special, or consequential damages, including but not limited to, damages for loss of profits, goodwill, use, data, or other intangible losses (even if any Last Minute Parties have been advised of the possibility of such damages) arising out of or in connection with (a) our Platform or this Agreement or the inability to use our Platform (however arising, including our negligence), (b) statements or conduct of or transactions with any member or third party on the Platform, (c) your use of our Platform or transportation to or from Last Minute events, attendance at Last Minute events, participation in or exclusion from Last Minute groups or Last Minute events and the actions of you or others at Last Minute events, or (d) any other matter relating to the Platform. Our liability to you or any third parties in any circumstance is limited to the greater of $100 or the amount of fees, if any, you paid to us in the 12 months prior to the action that may give rise to liability. The limitations set forth above in this Section 8 will not limit or exclude liability for our gross negligence, fraud, or intentional, malicious, or reckless misconduct. Some laws do not allow the limitation or exclusion of liability, so these limits may not apply to you. If you are a member based in the EU, you have legal remedies if we cause you loss by our breach or non-performance of our legal obligations, or by our negligence, and these terms do not affect those statutory remedies.

9. Dispute Resolution

Summary: If you have a dispute with Last Minute, you agree to try to work it out directly with us first. If we can’t work it out, with limited exceptions, you must submit any dispute with us to a neutral arbitrator instead of taking the claim to a court of law. Claims can only be brought individually, and not as part of a class action. Members based in the European Union may have additional or different rights, as provided by applicable law. Last Minute has no obligation to get involved with any disputes you have with other members, although we may try to facilitate a resolution.

9.1 Informal Resolution. Before making any claim, you and Last Minute agree to try to resolve any disputes through good faith discussions. We use the term “claim” in this Section 9 to mean any dispute, claim or controversy arising out of or relating to your use of our Platform or this Agreement, including your participation in Last Minute events. You or Last Minute may initiate this process by sending written notice according to Section 11.2 describing the dispute and your proposed resolution. In the event that we cannot resolve the issue within 30 business days following receipt of the initial notice, you or Last Minute may bring a claim in accordance with this Section 9. Members based in the European Union may have additional or different rights, as provided by applicable law.

9.2 Arbitration Agreement. The arbitration procedures described in this Section 9.2 applies to all members, except for members who are based in the European Union. Section 9.6 sets out the dispute resolution procedures that apply to members who are based in the European Union.

a. Mandatory Arbitration. Except as set forth in Section 9.3, you agree to submit any claim to JAMS, Inc., or its successor (“JAMS”) for final and binding arbitration. In arbitration, certain rights that you or we would have in court may not be available, such as discovery or appeal. You and Last Minute are each expressly waiving any right to trial by judge or jury in a court of law. This agreement to arbitrate shall apply regardless of whether the claim arises during or after any termination of this Agreement or your relationship with Last Minute.

b. Arbitration Time for Filing. Any claim subject to arbitration must be filed within one year after the date the party asserting the claim first knows or should know of the act, omission or default giving rise to the claim, or the shortest time period permitted by applicable law.

c. Arbitration Procedures. Either party may commence arbitration by filing a written demand for arbitration with JAMS, with a copy to the other party according to the notice procedures in Section 11.2. The arbitration will be conducted in accordance with JAMS Streamlined Arbitration Rules and Procedures and any other applicable rules that JAMS requires (“JAMS Rules”) that are in effect as of the demand for arbitration. You agree that the U.S. Federal Arbitration Act and federal arbitration law govern the interpretation and enforcement of these arbitration provisions. Any arbitration hearings will take place in New York County, New York or elsewhere as required by JAMS Rules. Your responsibility to pay any filing, administrative and arbitrator fees will be solely as set forth in the JAMS Rules. The parties will cooperate with JAMS and each other in scheduling the arbitration proceedings, and in selecting one arbitrator from the appropriate JAMS list with substantial experience in resolving intellectual property and contract disputes. The arbitrator shall follow this Agreement and, to the extent permitted by JAMS Rules, can award costs, fees, and expenses, including attorneys’ fees, to the prevailing party, except that the arbitrator shall not award declaratory or injunctive relief benefiting anyone but the parties to the arbitration. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction.

9.3 Exceptions. You or Last Minute may assert claims, if they qualify, in small claims court in New York County, New York or any U.S. county where you live or work. You or Last Minute may seek injunctive relief from a court of competent jurisdiction in New York County, New York as necessary to protect the intellectual property rights of you or Last Minute pending the completion of arbitration. Last Minute may take action in court or arbitration to collect any fees or recover damages for, or to seek injunctive relief relating to, Platform operations, or unauthorized use of our Platform or intellectual property. Nothing in this Section 9 shall diminish Last Minute’s right to modify, suspend or terminate your account or access to our Platform under Section 2.2.

9.4 Arbitration Opt Out. You may decline to resolve disputes through arbitration by emailing us at accounts@applastminute.com within 30 days of the date you first agree to this Agreement. Your email must include your full name, residential address, the email address registered to your Last Minute account, and a clear statement that you want to opt out of arbitration. If you opt out according to this process, then Section 9.2of this Agreement does not apply to you. This opt-out does not affect any other sections of this Agreement, such as Sections 9.3 (Exceptions), 9.5 (Class Action Waiver), 11.5 (Governing Law), 11.6 (Judicial Forum), and 11.7 (Time for Filing).

9.5 Class Action Waiver. You agree to resolve disputes with Last Minute on an individual basis. You agree not to bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. You are expressly waiving any right to participate in class actions, class arbitrations, private attorney general actions, and consolidation with other arbitrations.

9.6 Dispute Resolution Terms Applicable to Members Based in the EU. If you are a member based in the European Union, the mandatory provisions of the law of the country in which you are resident will apply. Nothing in this Agreement will affect your rights as a consumer to rely on the mandatory provisions of the local law that applies. If you are based in the European Union, the local laws in your European Union Member State may allow you to take legal action against Last Minute in your Member State and to invoke certain local laws against Last Minute. The European Commission provides for an online dispute resolution platform.

10. Intellectual Property

Summary: If you use Last Minute’s trademark, be sure to follow our Trademark Usage Guidelines. Also, don’t infringe on anyone’s intellectual property. If you believe your intellectual property is being infringed somewhere on the Last Minute Platform, please follow the procedures in our Intellectual Property Dispute Policies.

10.1 Intellectual Property of Last Minute. Last Minute trademarks, logos, service marks, and service names are the intellectual property of Last Minute. Our Trademark Usage Guidelines explain how you may and may not use them. Our Platform, including our material on the Platform, are also our or our licensors’ intellectual property. Except as described in the Trademark Usage Guidelines, you agree not to use our intellectual property without our prior written consent.

10.2 Intellectual Property of Others. Last Minute respects the intellectual property of others, and we expect our members to do the same. We may, in appropriate circumstances and in our discretion, remove or disable access to material that we believe may infringe on the intellectual property rights of others. We may also restrict or terminate access to our Platform to those who we believe to be repeat infringers. If you believe your intellectual property rights have been violated, please review our Intellectual Property Dispute Policies.

11. General Terms

Summary: This section contains terms we have added for miscellaneous purposes. Please continue to read this section carefully.

11.1 Translation. This Agreement was written in English. It was then translated into other languages. If there is any inconsistency between the English version and a translated version, the English language version controls.

11.2 Notices. Except as otherwise stated in this Agreement or as expressly required by law, any notice to us shall be given by certified postal mail to Last Minute, Inc., Attn: Legal Department, 632 Broadway, 10th Floor, New York, NY 10012, or by email to accounts@applastminute.com. Any notice to you shall be given to the most current email address in your account.

11.3 Entire Agreement. This Agreement, including the Usage and Content Policies, Groups and Events Policies, Organizer and Leadership Standards, Member Restrictions, Intellectual Property Policies, Trademark Usage Guidelines, and API License Terms, constitutes the entire agreement between you and Last Minute, superseding any prior agreements between you and Last Minute on such subject matter.

11.4 No Agency. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship between you and Last Minute is intended or created by this Agreement. A member of the Last Minute Platform is not Last Minute’s representative or agent, and may not enter into an agreement on Last Minute’s behalf.

11.5 Governing Law. This Agreement and the relationship between you and Last Minute shall be governed by the laws of the State of New York without regard to its conflict of laws provisions, except as provided in Section 9.

11.6 Judicial Forum. If our agreement to arbitrate is found not to apply to you or your claim, or if you opt out of arbitration pursuant to Section 9.4, you and Last Minute agree that any judicial proceedings (other than small claims actions) must be brought exclusively in the federal or state courts located in New York County, New York, and you and Last Minute agree to venue and personal jurisdiction in those courts.

11.7 Time for Filing. Any claim not subject to arbitration must be commenced within one year after the date the party asserting the claim first knows or should know of the act, omission or default giving rise to the claim, or the shortest time period permitted by applicable law. This clause does not apply to you if you are based in the European Union.

11.8 Assignment. This Agreement is not assignable, transferable, or sublicensable by you except with Last Minute’s prior written consent, but may be assigned or transferred by us to our corporate parent or any affiliate or subsidiary, or in connection with a merger, acquisition, corporate reorganization, sale of all or substantially all of Last Minute’s assets, or similar transaction.

11.9 No Waiver. A party’s failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision and does not waive any right to act with respect to subsequent or similar breaches.

11.10 Severance. If any provision of this Agreement is found to be invalid by a court of competent jurisdiction, you and Last Minute nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and that the other provisions of this Agreement will remain in full force and effect.

11.11 Thank you. Please accept our wholehearted thanks for reading our Terms of Service.

11.12 Termination. If we terminate your account or access to our Platform, this Agreement terminates with respect to the member account that has been terminated, provided that the provisions listed in Section 11.13 will survive such termination.

11.13 Survival. Sections 3 (Fees, Payments, and Offers), 4.2 (Content License from You), 4.3 (Privacy), 6 (Release), 7 (Indemnification), 8 (Warranty Disclaimer and Limitation of Liability), 9 (Dispute Resolution), and 11 (General Terms) of this Agreement, and any other provisions necessary to give effect to these provisions, shall survive any termination or expiration of this Agreement.

11.14 Titles. The section titles in this Agreement are for convenience only and have no legal or contractual effect. The information in “Terms of Service Overview” section and in the “Tips” and “Summary” sections is also for convenience only and has no legal or contractual effect.

11.15 Violations. Please report any violations of this Agreement by a member or third party by sending an email to accounts@applastminute.com

ACKNOWLEDGMENT AND ACCEPTANCE OF TERMS OF SERVICE

Last Minute, Inc. (” Last Minute”, ” we” or ” us”) provides certain services (described below) on or through our website, www.applastminute.com, our mobile application(s), and our premium service (together with any related websites and mobile services operated by Last Minute, the ” Service” or the ” Last Minute Service”). By using our Service, regardless of how you access it, by computer, or through a mobile phone or other wireless or internet enabled device (each a ” Device”) or otherwise, you agree to the following terms and conditions (the ” Terms of Service”). These Terms of Service comprise the entire agreement between you and Last Minute and supersede all prior agreements between the parties regarding the subject matter contained herein. In addition, when using particular features on or through the Service, you shall be subject to any posted policies and guidelines applicable to such features, including any terms or conditions applicable to features provided in conjunction with any of our content and service partners. All such rules and guidelines are hereby incorporated by reference into these Terms of Service.

If you do not understand or agree with these Terms of Service, please do not use the Last Minute Service or any of its features and do not register to be a member of the Service. If you have any questions or concerns regarding these Terms of Service, please let us know by emailing us at accounts@applastminute.com

BY USING ANY OR PART OF THE SERVICE OR BY COMPLETING ANY REGISTRATION OR PURCHASE PROCESS WITHIN Last Minute, YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS HEREIN. IF YOU DO NOT AGREE TO BE SO BOUND, DO NOT ACCESS OR USE THE SITE. You may continue to use Last Minute Service as long as you adhere to these Terms of Service. PLEASE READ THESE TERMS CAREFULLY. THEY CONTAIN A MANDATORY ARBITRATION PROVISION AND CLASS ACTION WAIVER.

OVERVIEW

The Service offers features that allow you to, among other things:

All content and features made available through the Service that were not made available as of the “Last updated” date above, shall automatically be deemed to be part of the Service when first made available through the Service.

ELIGIBILITY

Use of the Service is void where prohibited. By using this Service, you represent and warrant that you have the right, authority, and capacity to enter into and abide by these Terms of Service. Also, you must be an individual of 16 years of age or older to register or use the Service and YOU MUST BE AT LEAST 18 YEARS OLD to purchase an Last Minute Pro or other Last Minute subscriptions (see below for details).

In addition, we strongly encourage parents and guardians to supervise the activity of all children under the age of 18 when using the Internet.

PRIVACY POLICY

Last Minute respects the privacy of our users and we strive to be transparent about our privacy practices. Last Minute’s policies with regard to information collected from or about you that identifies an individual or relates to an identifiable individual, what information third parties affiliated with Last Minute collect from you, and how that information is used is governed by the Last Minute Privacy and Data Use Policy, which may be found via a link on every page of the Last Minute web site at appLastMinute.com and via our mobile applications and may be found here.

DESCRIPTION OF Last Minute SERVICE

Registration

You are required to register with Last Minute if you want to:

use the Address Book;
write a review or user rating;
submit a party idea;
send a free or paid Last Minute invitation to an event;
access your account;
view your upcoming events and retrieve past Last Minute invitations;
save and access saved information;
view and edit your My Account Page;
upload photos or video;
purchase an Last Minute Pro or other Last Minute subscriptions; and/or send an Last Minute card.

Please note that not all of the above features in the previous sentence may be available at any given time and that Last Minute may require registration for additional features that may be developed or added to the Service from time to time. Unless otherwise indicated, you do not need to register for the Last Minute Service if you are simply responding to an Last Minute invitation or browsing through the Last Minute Service.

In order to register with Last Minute you may be required to supply a valid email address, which will be used as a unique identifier for your account, and your first name, last name, birthday, gender, country of residence and ZIP code. You will also be asked to set a password. You may also be asked to provide certain other information, including an image, interests and/or other requested information, at your option.

You are solely responsible for maintaining the confidentiality of your password and account. You agree not to transfer your email address or password, or lend or otherwise transfer your use of or access to the Service, to anyone else. You are also solely responsible for any and all activities that occur under your account. You may change your password, or any other account information, at any time by following instructions available on your Profile Page.

You agree to immediately notify us at accounts@applastminute.com of any unauthorized use of your account or any other breach of security related to your account or the Service.

Free Online Invitations

Last Minute provides registered users with the ability to create and send online invitations for a wide variety of events for a multitude of occasions. In order to assist our registered users, we have developed a suite of invitation templates that you can customize by providing specific event information, descriptions and images. From time to time, we may also allow you to include certain widgets, registries, or polls that you can provide to your guests within the invitation user flow. Sometimes these widgets or polls will be sponsored by our third party partners, including advertisers. Once you have created your invitation, you will then be asked to supply the email addresses or mobile phone numbers of those guests that you wish to invite using the Service. We do not share these email addresses or mobile phone numbers with third parties except in extremely limited circumstances, which are described in our privacy policy.

Message Center

The Message Center is a feature within an invitation, or event, that enables a user to communicate directly within the Service with an event host and selected invited guests. Messages are unique to an event and communications in Message Center are limited to hosts and guests specific to that unique event. Messages may be directed through private chat and/or group chat. By accessing the “Messages” tab within the invitation, the user may create and send messages within the Service to the event host and selected guests as they determine. Users can initiate messaging for dissemination of both private (1:1) and group (1:many) messages. Users will send and receive messages within the Service and may also opt-in to be notified by email of receipt of an in-Service message.

Last Minute Pro Subscription

Subscription. Last Minute offers registered users the opportunity to purchase an Last Minute Pro subscription providing the ability for the user to send online invitations and correspondence, for a certain duration (usually 12 months excluding any free trial period) (the “Subscription Term”), free of any advertising, for up to 2500 guests per event invitation. An Last Minute Pro subscription is purchased on a per user account basis. Last Minute reserves the right to change the pricing of the Last Minute Pro subscription at any time. In the event of a price change, Last Minute will post the new pricing for the Last Minute Pro subscription and attempt to notify you in advance by sending an email to the address you have registered for your Last Minute user account. If you do not wish to accept a price change, you may cancel your Last Minute Pro subscription as described in these Terms of Service.

Recurring Charges. By providing payment information for your Last Minute Pro subscription, you are agreeing to pay a non-refundable subscription fee, and any applicable taxes and service fees (“Subscription Fee”) for your use of Last Minute Pro. The Subscription Fee will be charged to your credit card (the “Payment Method”) at the start of your Subscription Term, and automatically at the beginning of each subsequent renewal period (the “Renewal Term”) unless you cancel your Last Minute Pro subscription. The Subscription Fee charged to your Payment Method may vary from year-to-year due to changes in your subscription plan or applicable taxes, and you expressly authorize Last Minute to charge your Payment Method for this amount. All payments must be made in United States dollars.

Auto-renewals and Trials. If you sign up for a free trial of Last Minute Pro (the “Trial”), the Trial period will begin on the date you activate the Trial and end after the stated trial period. Unless you cancel prior to such date, your Subscription Term will begin and you will be charged a Subscription Fee. IF YOUR ACCOUNT IS SET TO AUTO-RENEWAL OR IS IN A TRIAL PERIOD AND YOU HAVE PROVIDED A METHOD OF PAYMENT TO US FOR THE SERVICES, WE MAY CHARGE YOU AUTOMATICALLY AT THE END OF THE TRIAL OR FOR THE RENEWAL, UNLESS YOU NOTIFY US THAT YOU WANT TO CANCEL YOUR SUBSCRIPTION. The Last Minute Pro subscription is effective from date of purchase and will automatically renew for a Renewal Term of the same duration unless you cancel prior to expiration of the Subscription Term or Renewal Term in progress. Last Minute reserves the right to cancel your Trial at any time if it is discovered you do not meet the eligibility requirements for such Trial (e.g., Trials that are only available to small businesses or registered nonprofits).

Disputes; No Refunds. If there are any discrepancies in billing, you hereby waive your right to dispute such discrepancies if you do not notify Last Minute within 60 days after they first appear on an account statement. PLEASE NOTE THAT THE SUBSCRIPTION FEE IS NON-REFUNDABLE AND ALL SALES ARE FINAL. No refund will be due if your account or subscription are terminated due to your violation of these Terms of Service.

THE Last Minute PRO SUBSCRIPTION IS PERSONAL TO THE ACCOUNT HOLDER AND MAY NOT BE TRANSFERRED OR ASSIGNED. YOU ARE RESPONSIBLE FOR ALL INTERNET ACCESS CHARGES. PLEASE CHECK WITH YOUR INTERNET PROVIDER FOR INFORMATION ON POSSIBLE INTERNET DATA USAGE CHARGES. You agree to immediately notify us at accounts@applastminute.com of any unauthorized use relating to your Last Minute Pro subscription or any other breach of security related to your Last Minute Pro subscription.

Subscription Cancellation

You can cancel your Last Minute Pro subscription or Trial at any time by logging in to your account at www.appLast Minute.com and viewing your Order History in your Settings tab. If you cancel your Last Minute Pro subscription or Trial, the cancellation will go into effect at the end of the Trial or the then-current Subscription Term or Renewal Term. You will have continued access to your Last Minute Pro subscription for the remainder of the applicable period, but YOU WILL NOT RECEIVE A REFUND OF ANY SUBSCRIPTION FEES PAID. You must cancel your Last Minute Pro subscription before it renews to avoid paying the Subscription Fee for the Subscription Term or Renewal Term. After cancellation of your Last Minute Pro subscription, you will continue to owe any accrued amounts due under these Terms of Service and not yet paid. You acknowledge and agree that cancellation of your Last Minute Pro subscription is your sole recourse if you have any dissatisfaction, issue or concern related to your Last Minute Pro subscription, its content or features or these Terms of Service, including Subscription Fees, applicable taxes, or billing methods; the selection of content available to you through your Last Minute Pro subscription; these Terms of Service, including the Last Minute Privacy Policy, or any changes thereto; or any other Last Minute Pro subscription policies or practices.

Last Minute Party Pass Subscription

Subscription. Last Minute offers registered users the opportunity to purchase an Last Minute Party Pass subscription providing the ability for the user to send online invitations and correspondence, for a certain duration (12 months) (the “Subscription Term”), free of any advertising, for up to 40 guests per event invitation (Classic Party Pass), up to 100 guests per event invitation (Deluxe Party Pass), and up to 750 guests per event invitation (Ultimate Party Pass).

An Last Minute Party Pass subscription is purchased on a per user account basis. Last Minute reserves the right to change the pricing of the Last Minute Party Pass subscription at any time. In the event of a price change, Last Minute will post the new pricing for the Last Minute Party Pass subscription and attempt to notify you in advance by sending an email to the address you have registered for your Last Minute user account. If you do not wish to accept a price change, you may cancel your Last Minute Party Pass subscription as described in these Terms of Service.

Recurring Charges. By providing payment information for your Last Minute Party Pass subscription, you are agreeing to pay a non-refundable subscription fee, and any applicable taxes and service fees (“Subscription Fee”) for your use of Last Minute Party Pass. The Subscription Fee will be charged to your credit card (the “Payment Method”) at the start of your Subscription Term, and automatically at the annual retail price at the beginning of each subsequent renewal period (the “Renewal Term”) unless you cancel your Last Minute Party Pass subscription. The Subscription Fee charged to your Payment Method may vary from year-to-year due to changes in your subscription plan or applicable taxes, and you expressly authorize Last Minute to charge your Payment Method for this amount. All payments must be made in United States dollars.

Auto-renewals. IF YOUR ACCOUNT IS SET TO AUTO-RENEWAL AND YOU HAVE PROVIDED A METHOD OF PAYMENT TO Last Minute FOR THE SERVICES, WE MAY CHARGE YOU AUTOMATICALLY AT THE END OF THE RENEWAL, UNLESS YOU NOTIFY US THAT YOU WANT TO CANCEL YOUR SUBSCRIPTION. The Last Minute Party Pass subscription is effective from date of purchase and will automatically renew for a Renewal Term of the same duration unless you cancel prior to expiration of the Subscription Term or Renewal Term in progress. Last Minute reserves the right to cancel your subscription at any time if it deems that the terms and conditions for the subscription have been violated.

Disputes; No Refunds. If there are any discrepancies in billing, you hereby waive your right to dispute such discrepancies if you do not notify Last Minute within 30 days after they first appear on an account statement. PLEASE NOTE THAT THE SUBSCRIPTION FEE IS NON-REFUNDABLE AND ALL SALES ARE FINAL. No refund will be due if your account or subscription are terminated due to your violation of these Terms of Service.

THE Last Minute PARTY PASS SUBSCRIPTION IS PERSONAL TO THE ACCOUNT HOLDER AND MAY NOT BE TRANSFERRED OR ASSIGNED. YOU ARE RESPONSIBLE FOR ALL INTERNET ACCESS CHARGES. PLEASE CHECK WITH YOUR INTERNET PROVIDER FOR INFORMATION ON POSSIBLE INTERNET DATA USAGE CHARGES. You agree to immediately notify us at accounts@applastminute.com of any unauthorized use relating to your Last Minute Party Pass subscription or any other breach of security related to your Last Minute Party Pass subscription.

Subscription Cancellation

You can cancel your Last Minute Party Pass subscription at any time by logging in to your account at www.appLast Minute.com and viewing your Order History in your Settings tab. If you cancel your Last Minute Party Pass subscription, the cancellation will go into effect at the end of the then-current Subscription Term or Renewal Term. You will have continued access to your Last Minute Party Pass subscription for the remainder of the applicable period, but YOU WILL NOT RECEIVE A REFUND OF ANY SUBSCRIPTION FEES PAID. You must cancel your Last Minute Party Pass subscription before it renews to avoid paying the Subscription Fee for the Subscription Term or Renewal Term. After cancellation of your Last Minute Party Pass subscription, you will continue to owe any accrued amounts due under these Terms of Service and not yet paid. You acknowledge and agree that cancellation of your Last Minute Party Pass subscription is your sole recourse if you have any dissatisfaction, issue or concern related to your Last Minute Party Pass subscription, its content or features or these Terms of Service, including Subscription Fees, applicable taxes, or billing methods; the selection of content available to you through your Last Minute Party Pass subscription; these Terms of Service, including the Last Minute Privacy Policy, or any changes thereto; or any other Last Minute Party Pass subscription policies or practices.

Last Minute Premium

Last Minute offers registered users who are hosting an event the option to remove advertisements from a free invitation on a per event basis by purchasing an ad free invitation experience (“Last Minute Premium”). By providing payment information for the one-time Last Minute Premium, you are agreeing to pay a non-refundable fee, and any applicable taxes and service fees (“Last Minute Premium Fee”) for the Last Minute Premium experience. Last Minute Premium is purchased on a per event basis. Last Minute Premium is effective for one event and does not renew or extend to other events or users. You must purchase a new Ad Free Invitation for each event invitation from which you wish to remove advertisements. Multiple Last Minute Premiums may be purchased, each subject to payment of the Last Minute Premium Fee. The Last Minute Premium Fee will be charged to your Payment Method upon purchase of Last Minute Premium, and you authorize Last Minute to charge your Payment Method for this amount. All payments must be made in United States dollars. Please note that advertisements will appear on the free event invitation until the Last Minute Premium Fee is paid. Once the Last Minute Premium Fee is processed, guests will no longer see advertisements on the specific event invitation and event-related communications for which the Last Minute Premium Fee was paid. PLEASE NOTE THAT THE Last Minute PREMIUM FEE IS NON-REFUNDABLE AND ALL SALES ARE FINAL. YOU ARE RESPONSIBLE FOR ALL INTERNET ACCESS CHARGES. PLEASE CHECK WITH YOUR INTERNET PROVIDER FOR INFORMATION ON POSSIBLE INTERNET DATA USAGE CHARGES.

Last Minute Postmark (discontinued)

As part of the Service, Last Minute developed “Last Minute Postmark”, which allowed registered users to purchase Credits in order to send online invitations and correspondence that are free of any advertising. This service has been discontinued in favor of the Last Minute Premium experience, which is purchased on a per event basis.

If you previously purchased and have unused Credits, these will remain in your Last Minute account for your future use for other services or features through the Last Minute Service, except as set forth below.

Last Minute reserves the right to increase or decrease the number of Credits required to be exchanged for a particular service, at any time in Last Minute’s sole discretion without notice to you.

Last Minute reserves the right to limit the amount of Credits you can hold in your account at any one time, in its sole discretion.

Unused/Abandoned/Forfeited Credits

If you have not accessed your Last Minute account for a period of at least 24 consecutive months, then, you direct Last Minute (or its third party designee) to donate the then current dollar value of those Credits to a nationally recognized 501(c)(3) charity in your name, which may be a donation in the name of a collective group, such as “Former Last Minute Members” that does not expressly include your name.

If Last Minute terminates your Last Minute account for cause, including due to your violation of these Terms of Service, then for all unused Credits that remain in your Last Minute account at the time of termination, Last Minute will refund the then current dollar value of those Credits (as determined by the most current per credit purchase cost available on the Last Minute Service) to you, either through a credit to your charge card, credit to your Paypal account, check mailed to your most current mailing address or such other reasonable process as determined in Last Minute’s sole discretion, less a fee of Twenty-Five Dollars ($25) to cover the cost of processing such refund. If there is less than Twenty-Five Dollars ($25) of Credit value remaining in your account, Last Minute will not seek any reimbursement from you but we will simply zero out the account. In the event that Last Minute fails in its attempt to refund any such amounts and is unable to locate you within five (5) business days after attempting to contact you through your most recent contact information, you agree that you direct Last Minute (or its third party designee) to donate the then current dollar value of those Credits to a nationally recognized 501(c)(3) charity in your name, which may be a donation in the name of a collective group, such as “Former Last Minute Members” that does not expressly include your name.

Last Minute Mobile You may access the Service on your mobile browser at www.appLast Minute.com. In addition, you may send invitation dates and locations in a text message to your mobile phone. Last Minute does not charge for mobile services, but standard, message and data rates or other charges may apply from your mobile carrier. Please check your plan to make sure. To stop receiving text messages at any time, text STOP to 44636. For help, text HELP to 44636 or email accounts@applastminute.com

Last Minute App You may access the Service on your Device through an ” Last Minute App” made available for download by Last Minute. The Last Minute App may allow you to access features of the Service and/or provide dedicated features only available through the Last Minute App. If you download the Last Minute App, Last Minute may require you to update the version of the Last Minute App from time to time in order to continue to use the Service through the Last Minute App. If you are accessing the Last Minute App through an Apple Device, then the following additional terms and conditions are applicable to you and are incorporated into these Terms of Service by this reference:

a. To the extent that you are accessing the Service through an Apple Device, you acknowledge that these Terms of Service are entered into between you and Last Minute and, that Apple, Inc. (“Apple”) is not a party to these Terms of Service other than as third-party beneficiary as contemplated below.

b. The license granted to you in these Terms of Service is also subject to the permitted Usage Rules set forth in the App Store Terms of Service (see: http://www.apple.com/legal/itunes/us/terms.html).

c. You acknowledge that Last Minute, and not Apple, is responsible for providing the Service and Content thereof.

d. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance or any support services to you with respect to the Service.

e. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Service.

f. Notwithstanding anything to the contrary herein, and subject to these Terms of Service, you acknowledge that, solely as between Apple and Last Minute, Last Minute, and not Apple is responsible for addressing any claims you may have relating to the Service, or your possession and/or use thereof, including, but not limited, to: (i) product liability claims; (ii) any claim that the Service fails to confirm to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.

g.Further, you agree that if the Service, or your possession and use of the Service, infringes on a third party’s intellectual property rights, you will not hold Apple responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claims.

h. You acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of these Terms of Service, and that, upon your acceptance of these Terms of Service, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms of Service against you as a third-party beneficiary thereof.

Other Features Last Minute may provide additional features from time to time through the Service, which Last Minute may make available for your use in its sole discretion. Additional features made available by Last Minute may be designated as in “beta”. A feature or service that is in “beta” means that it is a work in progress and may not be fully functional, but that is being offered to test the feature or service and to develop its utility for the Last Minute community.

LICENSE TO USE THE SERVICE

Subject to your compliance with these Terms of Service, Last Minute grants you a limited, non-exclusive, revocable, non-assignable, personal and non-transferable license to access and make personal use of this Service and not to download (other than page caching) or modify it, or any portion of it, except with Last Minute’s express written consent. The foregoing license does not include any resale or commercial use of the Service or its contents; any derivative use of the Service or its contents; or any use of data mining, robots, or similar data gathering and extraction tools. This Service, or any portion thereof, may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purposes without Last Minute’s express written consent. Use of the Service that constitutes abuse shall be determined by Last Minute, in its sole discretion. Last Minute reserves the right to terminate your account if Last Minute determines you have not complied with these Terms of Service.

RESTRICTION ON USE OF CONTENT

You acknowledge that the Service may contain information, software, photos, video, text, graphics, music, sounds or other material (collectively, “Content”) that are protected by copyrights, patents, trademarks, trade secrets or other proprietary rights, and that these rights are valid and protected in all forms, media and technologies existing now or hereafter developed. The Content, taken together in its entirety, is protected under U.S. copyright laws as a collective work, and we own a copyright in the selection, coordination, arrangement and enhancement of such Content.

Modification of the Content or use of the Content for any purpose other than for your use of the Service, including use of any such Content on any other web site or networked computer environment, is strictly prohibited. Except as otherwise expressly authorized in writing in advance by us, you agree not to reproduce, redistribute, sell, modify, rent, lease, loan, adapt, translate, create derivative works based (whether in whole or in part) on, decompile, reverse engineer, disassemble, or otherwise reduce all or any part of the Service, including the Content.

TRADEMARKS

The “Last Minute” name and related stylized logos are registered and/or trademarked marks of Last Minute. Our partners may also have additional proprietary rights in the content which they make available through the Service. The trade names, trademarks and service marks owned by us, whether registered or unregistered, may not be used in connection with any product or service that is not ours, in any manner that is likely to cause confusion. Nothing contained on the Service should be construed as granting, by implication, estoppel or otherwise, any license or right to use any of our trade names, trademarks or service marks without our express prior written consent.

MATERIALS SUBMITTED THROUGH THE SERVICE

You are solely responsible for any data, text, software, sound files, images, photographs, graphics, video, messages, files, links or any other materials (” Materials”) that are transmitted, posted, or distributed by you through the Service, including, but not limited to, the contents of your email communications, information, reviews, user ratings, photos or images posted or sent by you to or through the Service. All Materials posted or sent by you, are your sole responsibility. By posting or sending Materials you represent and warrant that you own all right, title and interest to such Materials and any likenesses contained in such Materials.

Last Minute does not control the Materials posted or sent through the Service and, as such, does not guarantee the accuracy, integrity or quality of such Materials. By using the Service you understand and agree that you may be exposed to Materials posted by other users that may be offensive, indecent or objectionable.

UNDER NO CIRCUMSTANCES WILL Last Minute BE LIABLE IN ANY WAY FOR ANY MATERIALS POSTED BY ANY USER OR THIRD PARTY, INCLUDING, BUT NOT LIMITED TO, LIABILITY FOR ANY ERRORS OR OMISSIONS IN ANY MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY MATERIALS POSTED, EMAILED OR OTHERWISE TRANSMITTED VIA THE SERVICE.

You agree that if you post any Materials through the Service, you automatically grant to Last Minute, and its successors and assigns, a non-exclusive, worldwide, royalty-free, perpetual, non-revocable license, in and to the Materials, to use, distribute, display, publicly perform, transmit, modify, publish, translate, adapt, redistribute, sublicense and reproduce such Materials to other users of the Service and to third parties with whom Last Minute has a relationship. You also grant Last Minute the right to authorize the downloading and printing in whole or in part of any Materials that you post to the Service.

You acknowledge and agree that (a) we reserve the right (but have no obligation) to evaluate the Materials before allowing them to be posted on or through the Service or otherwise stored in connection with the Service; and (b) we may do one or all of the following, at our sole discretion: (i) monitor the submission of Materials; (ii) alter, remove, or refuse to post or allow to be posted or stored any Materials; and/or (iii) disclose any Materials or any communication through the Service, and the circumstances surrounding the transmission thereof, to (1) any third party as permitted in Last Minute’s Privacy and Data Use Policy; (2) comply with applicable laws, (3) respond to governmental inquiries or requests, (4) comply with valid legal process, (5) protect the rights, privacy, safety or property of Last Minute, the Service visitors or the public, (6) permit us to pursue available remedies or limit the damages that we may sustain, and/or (7) enforce these Terms of Service.

RESTRICTIONS ON USE OF THE Last Minute SERVICE

You agree not to do the following on or through the Last Minute Service:

Post, transmit, or otherwise make available, through or in connection with the Service anything that is or may be:

unlawful, threatening, harassing, degrading, abusive, hateful or intimidating;
defamatory; libelous or invasive of another's privacy;
fraudulent or tortious;
vulgar, obscene, indecent, sexually explicit, pornographic or otherwise objectionable;
protected by copyright, trademark, trade secret, right of publicity or other proprietary right without the express prior consent of the owner of such right; or a virus, worm, Trojan Horse, easter egg, time bomb, spyware, cancelbot, or other computer code, file, or program that is harmful or invasive or that may or is intended to damage or hijack the operation of, or to monitor the use of, any hardware, software or equipment
an unsolicited or unauthorized advertising, promotional material, "junk mail," "spam," "chain letter," "pyramid scheme", survey, contest, or investment opportunity;
any other form of solicitation, or use any distribution lists including any person who has not given specific permission to be included in such a process (commercial or otherwise);
Material that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements).

Use the Service to defame, abuse, harass, stalk, threaten or otherwise violate the legal rights of others, including without limitation others’ privacy rights or rights of publicity, or harvest or collect personally identifiable information, including email addresses, about users of the Service.

Harm minors in any way. Impersonate any person or entity, including without limitation any of our officials, forum leaders, guides or hosts; falsely state or otherwise misrepresent your affiliation with any person or entity; or express or imply that we endorse any statement you make. Interfere with or disrupt the operation of the Service or the servers or networks used to make the Service available; or violate any requirements, procedures, policies or regulations of such networks.

Restrict or inhibit any other person from using the Service, including without limitation by hacking or defacing any portion of the Service; or disrupt the normal flow of dialogue, cause a screen to “scroll” faster than other users of the Service or an Interactive Forum are able to type, or otherwise act in a manner that negatively affects other users’ ability to engage in real time exchanges.

Use the Service to distribute or otherwise publish or post any material containing any solicitation of funds, promotion, advertising, or solicitation for goods or services without our express prior written consent; or use the Service in a commercial manner, unless otherwise expressly allowed by Last Minute. Use the Service to distribute or otherwise publish or post any material that is pornographic, obscene, contains hate speech, is racist, promotes or encourages violence, is illegal or promotes illegal behavior, violates anyone’s intellectual property rights, or is otherwise offensive or inappropriate as determined in Last Minute’s sole discretion. Reproduce, duplicate, copy, sell, resell or otherwise exploit for any commercial purposes, any portion of, use of or access to the Service.
Use, download, or otherwise copy, or provide (whether or not for a fee) to a person or entity that is not a user of the Service any directory of Last Minute’s users or usage information or any portion thereof other than in the context of your use of the Service as permitted under these Terms of Service. Attempt to gain unauthorized access to the Service, other accounts, computer systems or networks connected to the Service, through password mining or any other means.
Remove any copyright, trademark or other proprietary rights notice from the Service or Content or Materials originating from the Service. Frame or mirror any part of the Service or Software without our express prior written consent; or forge headers or otherwise manipulate identifiers in order to disguise the origin of any Materials transmitted through the Service.
Create a database by systematically downloading and storing content from the Service. Intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law. Use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or in any way gather Content or Materials from the Service or reproduce or circumvent the navigational structure or presentation of the Service. Engage in any other conduct which, in Last Minute’s sole discretion, is considered inappropriate, unauthorized or objectionable.

In addition, you agree to comply will all applicable laws, regulations, and ordinances as a condition of use of the Service.

In order to permit us to protect the quality of our products and services, you hereby consent to our employees and representatives being able to access your account and records for any reason, in our sole discretion. We also reserve the right, but do not assume the responsibility, to monitor or review your conduct while using the Service. Your use of the Service is subject to all applicable local, state, national and international laws and regulations.

LINKS TO THIRD PARTY SITES

The Service may provide, or third parties may provide, links to other Internet websites or resources. Because we have no control over such sites and resources, you acknowledge and agree that we are not responsible for the availability of such external sites or resources, and do not endorse and are not responsible or liable for any content, advertising, products, services or other materials (collectively, ” Third Party Materials”) on or available from such sites or resources.

You acknowledge that such external sites usually have their own terms and conditions, including privacy policies, over which Last Minute has no control and which will govern your rights and obligations with respect to the use of those such third party’s product, services or Websites.

INDEMNIFICATION

You agree to indemnify, defend and hold harmless Last Minute, its parent company, subsidiaries, affiliates, officers, directors, employees, consultants, agents, successors and assigns (“Last Minute Parties”) from any and all third party claims, liability, damages, costs or demands, including, but not limited to, attorneys’ fees, arising from (i) your use of the Service, including, but not limited to, all content therein and any products or services obtained by you through the Service, (ii) the violation of these Terms of Service by you, (iii) the infringement by you (or other user of the Service using your account) of any intellectual property or other right of any person or entity; or (iv) your violation of any applicable law or regulation (all of the foregoing, “Claims and Losses”). You agree to cooperate as required by Last Minute Parties in the defense of any Claims and Losses. Notwithstanding the foregoing, Last Minute Parties retain the exclusive right to settle, compromise and pay any and all Claims and Losses, and reserve the right to assume the defense and control of any Claims and Losses.

DISCLAIMER OF WARRANTIES

YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. Last Minute EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT AS TO THE OPERATION OF THE SERVICE, OR THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED IN THE SERVICE. Last Minute MAKES NO WARRANTY THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE. Last Minute MAKES NO WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICE OR THAT DEFECTS IN THE SERVICE WILL BE CORRECTED. YOU ACKNOWLEDGE THAT Last Minute DOES NOT CONTROL CONTENT, INFORMATION, PRODUCTS OR SERVICES OFFERED BY ADVERTISERS, THIRD PARTIES OR OTHER USERS ON OR THROUGH THE SERVICE, INCLUDING, BUT NOT LIMITED TO, INFORMATION, PRODUCTS, OR SERVICES PROVIDED BY LICENSE TO Last Minute FROM THIRD PARTIES OR MATERIALS PROVIDED BY OTHER USERS. Last Minute ASSUMES NO RESPONSIBILITY FOR AND MAKES NO WARRANTY OR REPRESENTATION AS TO THE ACCURACY, CURRENCY, COMPLETENESS, RELIABILITY, USEFULNESS OR DECENCY OF THE SERVICE, OR CONTENT OR PRODUCTS DISTRIBUTED OR MADE AVAILABLE BY THIRD PARTIES (INCLUDING BUT NOT LIMITED TO ADVERTISERS AND USERS) THROUGH THE SERVICE. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR DEVICE, OR LOSS OF DATA, THAT RESULTS FROM YOUR ATTEMPT TO DOWNLOAD ANY MATERIAL FROM THE SERVICE.

LIMITATION OF LIABILITY

YOU EXPRESSLY AGREE THAT Last Minute SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLES, EVEN IF Last Minute HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM THE (I) USE OR THE INABILITY TO USE THE SERVICE; (II) COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES; (III) ANY GOODS OR SERVICES PURCHASED OR OBTAINED OR CONTENT RECEIVED OR TRANSACTIONS ENTERED INTO WITH Last Minute OR A THIRD PARTY THROUGH THE USE OF THE SERVICE; (IV) INACCURACY OF ANY INFORMATION OBTAINED FROM USE OF THE SERVICE OR RELIANCE ON SUCH INFORMATION; OR (V) UNAUTHORIZED ACCESS TO YOUR ACCOUNT OR ALTERATION OF YOUR ACCOUNT OR DATA. YOU SPECIFICALLY AGREE THAT Last Minute IS NOT RESPONSIBLE OR LIABLE TO YOU OR ANYONE ELSE FOR ANY UNLAWFUL, HARASSING, DEFAMATORY, ABUSIVE, THREATENING, HARMFUL, VULGAR, OBSCENE, SEXUALLY EXPLICIT OR OTHERWISE OBJECTIONABLE CONDUCT OR SPEECH OF ANY OTHER PARTY ON OR THROUGH THE SERVICE, OR FOR ANY INFRINGEMENT OR VIOLATION OF YOUR RIGHTS BY ANY OTHER PARTY, INCLUDING, BUT NOT LIMITED TO, INTELLECTUAL PROPERTY RIGHTS, RIGHTS OF PUBLICITY, OR RIGHTS OF PRIVACY. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, THEREFORE SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL Last Minute’S TOTAL LIABILITY TO YOU, FOR ALL POSSIBLE DAMAGES, LOSSES, AND CAUSES OF ACTION IN CONNECTION WITH YOUR ACCESS TO AND USE OF THE SERVICE AND YOUR RIGHTS UNDER THESE TERMS OF SERVICE, EXCEED AN AMOUNT EQUAL TO THE GREATER OF (I) THE AMOUNT YOU HAVE PAID Last Minute IN CONNECTION WITH THE TRANSACTION(S) THAT UNDERLIE THE CLAIM(S), OR (II) ONE HUNDRED DOLLARS ($100).

TERMINATION AND MODIFICATION OF THE SERVICE

You agree that we, in our sole discretion, may terminate your password, account, or Last Minute Pro or other Last Minute subscriptions (or any part thereof) or use of the Service, and remove and discard any Materials within the Service, for any reason, at any time, without notice to you. We will also terminate your account upon receiving reliable information involving your violation of any law, and will cooperate with law enforcement agencies on such matters. We may also, in our sole discretion and at any time, discontinue providing the Service, or any part thereof, with or without notice. You agree that we shall not be liable to you or any third party for any termination of your access to the Service.

We reserve the right, at any time and from time to time, temporarily or permanently, in whole or in part, to: (a) modify or discontinue the Service, including, but not limited to (i) restricting the time the Service is available, (ii) restricting the amount of use of the Service permitted, and (iii) restricting or terminating any user’s right to use the Service, with or without notice; (b) charge fees in connection with the use of the Service; (c) modify and/or waive any fees charged in connection with the Service; and/or (d) offer opportunities to some or all users of the Service. You agree that neither we nor any of our affiliates, shall be liable to you or to any third party for any modification, suspension or discontinuance of the Service, in whole or in part, or of any service, content or feature offered through the Service.

JURISDICTIONAL ISSUES

The Service is controlled and operated by Last Minute from the United States, and is not intended to subject Last Minute to the laws or jurisdiction of any territory other than that of the United States. Last Minute does not represent or warrant that the Service or any part thereof is appropriate or available for use in any particular jurisdiction. Those who choose to access the Service do so on their own initiative and at their own risk, and are responsible for complying with all local laws, rules and regulations. We may limit the Service’s availability, in whole or in part, to any person, geographic area or jurisdiction we choose, at any time and in our sole discretion.

NOTICES

Last Minute may give notice to you by email, a posting on the Service, or other reasonable means. You must give notice to Last Minute in writing via email or as otherwise expressly provided by Last Minute. Last Minute may broadcast, distribute or display notices or messages through the Service to inform you of changes to these Terms of Service, the Service, the Privacy Policy or other matters of importance. Such broadcasts, distributions or displays of information shall constitute notice to you.

GOVERNING LAW AND OTHER MISCELLANEOUS TERMS

These Terms of Service do not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and Last Minute. These Terms of Service shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any principles of conflicts of law. You agree that any action at law or in equity arising out of or relating to these Terms of Service shall be filed only in the state or federal courts located in Los Angeles County in the State of California and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action and you waive any jurisdictional, venue or inconvenient forum objections to such courts.

You agree that any claim or cause of action arising out of your use of the Service or these Terms of Service must be initiated within one (1) year after such claim or cause of action arose (two (2) years for residents of Texas) or it shall forever be barred, notwithstanding any statutes of limitations or other law to the contrary. Within this period, any failure by Last Minute to enforce or exercise any provisions of these Terms of Service or related right shall not constitute a waiver of that right or provision.

If any provision of these Terms of Service shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of any remaining provisions.

Last Minute may assign these Terms of Service, in whole or in part, at any time with or without notice to you. You may not assign, transfer or sublicense these Terms of Service or any or all of your rights or obligations under these Terms of Service without Last Minute’s express prior written consent. These Terms of Service will inure to the benefit of Last Minute’s successors, assigns and licensees.

No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default.

Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof.

This is the entire agreement between you and Last Minute relating to the subject matter herein and may not be modified by you.

Software related to or made available by the Service may be subject to export controls of the U.S.A. No software from the Service may be downloaded, exported, or re-exported (i) into (or to a national or resident of) any country or other jurisdiction to which the U.S.A. has embargoed goods, software, technology or services (which, as of the effective date of these Terms of Service, includes Cuba, North Korea, Iran, Sudan, and Syria), or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders, or (iii) to anyone on the U.S. Department of Commerce’s Bureau of Industry and Security Entities List as published in the Export Administration Regulations (including entities engaged in weapons of mass destruction proliferation in various countries and persons and entities that are suspected of diverting U.S. origin items to embargoed countries or terrorist end-uses). You are responsible for complying with all trade regulations and laws both foreign and domestic. Except as authorized by law, you agree and warrant not to export or re-export the software to any county, or to any person, entity, or end-user subject to U.S. export controls.

Without limitation, you agree that a printed version of these Terms of Service and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms of Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

MANDATORY ARBITRATION; WAIVER OF CLASS ACTIONS.

IF YOU ARE A U.S. RESIDENT, YOU ALSO AGREE TO THE FOLLOWING MANDATORY ARBITRATION PROVISIONS:

Agreement to Arbitrate. All disputes arising out of or relating to your use of the Service, any purchase you make, any information you provide, these Terms of Service (including the formation, performance or alleged breach), and your use of the Service will be exclusively resolved under confidential binding arbitration in accordance with the Rules of the American Arbitration Association (“AAA”), including the AAA’s Supplementary Procedures for Consumer-Related Disputes (collectively, the “AAA Rules”) then in effect at the time of the dispute.

The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. If you initiate arbitration, we will promptly reimburse you for any standard filing fee which may have been required under AAA Rules once you have notified us in writing and provided a copy of the arbitration proceedings. However, if Last Minute is the prevailing party in the arbitration, applicable law may allow the arbitrator to award attorneys’ fees and costs to Last Minute. If for any reason the AAA is unavailable, the parties shall mutually select another arbitration forum.

The arbitration will be conducted in the city of Los Angeles, California, but may proceed telephonically if the claimant so chooses.

The arbitrator’s award will be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under these Terms of Service may be joined to an arbitration involving any other party subject to these Terms of Service, whether through class arbitration proceedings or otherwise. Notwithstanding the foregoing, we will have the right to seek injunctive or other equitable relief in state or federal court located to enforce these Terms of Service or prevent an infringement of a third party’s rights. In the event equitable relief is sought, each party hereby irrevocably submits to the personal jurisdiction of such court.

NO CLASS ACTIONS. Any disputes arising out of or relating to your use of the Service, any information you provide via the Service, or these Terms of Service (including their formation, performance or alleged breach) shall be submitted individually by you, and shall not be subject to any class action or representative status. By entering into this agreement, you hereby irrevocably waive any right you may have to join claims with those of others or participate as a member of a class of claimants with respect to any claim submitted to arbitration. The parties to this arbitration agreement acknowledge that this class action waiver is material and essential to the arbitration of any disputes between the parties and is nonseverable from the agreement to arbitrate claims. If any portion of this class action waiver is limited, voided, or cannot be enforced, then the parties’ agreement to arbitrate shall be null and void. You understand that by agreeing to this class action waiver, you may only bring claims against us in an individual capacity and not as a plaintiff or class member in any purported class action or representative proceeding.

YOU UNDERSTAND THAT YOU WOULD HAVE HAD A RIGHT TO LITIGATE THROUGH A COURT, TO HAVE A JUDGE OR JURY DECIDE YOUR CASE AND TO BE PARTY TO A CLASS OR REPRESENTATIVE ACTION. HOWEVER, YOU UNDERSTAND AND AGREE TO HAVE ANY CLAIMS DECIDED INDIVIDUALLY AND ONLY THROUGH ARBITRATION.

Arbitration Opt-out. You shall have thirty (30) days to opt-out of this arbitration agreement beginning on the date that you (i) register your account, or (ii) if already registered, from the first time you use or log in to the Service following the publication of these Terms of Service. To opt out of arbitration you must email us at accounts@applastminute.com with the subject line “ARBITRATION OPT-OUT”. If more than thirty (30) days have passed, you are not eligible to opt out of arbitration.

COPYRIGHT AND COPYRIGHT NOTICES

We respect the intellectual property of others, and we ask our users to do the same. We may, in appropriate circumstances, and at our discretion, terminate the accounts of users who infringe the intellectual property rights of others. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information:

an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
a description of the copyrighted work that you claim has been infringed;
a description of where the material that you claim is infringing is located on the site;
your address, telephone number, and email address;
a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

Please contact our Copyright Agent for Notice of claims of copyright infringement at:

COPYRIGHT INFO

It is often difficult to determine if your copyright has been infringed. Last Minute may elect to not respond to notices that do not substantially comply with all of the foregoing requirements, and Last Minute may elect to remove allegedly infringing material that comes to its attention via notices that do not substantially comply with the copyright law requirements.

MODIFICATIONS TO THESE TERMS OF SERVICE

Last Minute reserves the right to amend these Terms of Service at its sole discretion and any modifications shall be effective immediately upon posting. We will announce any such change by posting the revised draft of these Terms of Service on the Service. You can determine when these Terms of Service were last revised by referring to the “Last Updated” legend at the top of this page. By continuing to use the Service following such changes, you will be deemed to have agreed to such changes. If you do not agree with these Terms of Service or any changes thereto, please do not continue using this Service.